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© Disney Enterprises, Inc. All Rights Reserved. disney.com/BedtimeStories Unit Production Manager ...... GARRETT GRANT

Presents First Assistant CREDITS Director ...... DANIEL SILVERBERG A Second Assistant Director . . . . CONTE MATAL HAPPY MADISON Creatures Designed by. . . CRASH MCCREERY Production Production Supervisor ...... ROBERT WEST

A CAST CONMAN & IZZY Skeeter Bronson...... Production Jill ...... KERI RUSSELL Kendall ...... An Mickey...... RUSSELL OFFSPRING Barry Nottingham . . . . RICHARD GRIFFITHS Production Violet Nottingham...... Aspen...... LUCY LAWLESS Wendy ...... Patrick ...... JONATHAN MORGAN HEIT BEDTIME STORIES Bobbi ...... LAURA ANN KESLING Marty Bronson ...... Engineer ...... A by Mrs. Dixon ...... KATHRYN JOOSTEN Ferrari Guy...... Hot Girl ...... Young Barry Nottingham . . . . . Directed by ...... ADAM SHANKMAN Young Skeeter ...... THOMAS HOFFMAN Screenplay by ...... MATT LOPEZ Young Wendy . . ABIGAIL LEONE DROEGER and TIM HERLIHY Young Mrs. Dixon. . . . . MELANY MITCHELL Story by...... MATT LOPEZ Young Mr. Dixon ...... ANDREW COLLINS Produced by...... ANDREW GUNN Donna Hynde...... AISHA TYLER Produced by ...... ADAM SANDLER Hokey Pokey Women. . . . JULIA LEA WOLOV DANA MIN GOODMAN Executive Producers . . . . ADAM SHANKMAN SARAH G. BUXTON JENNIFER GIBGOT CATHERINE KWONG ANN MARIE SANDERLIN LINDSEY ALLEY GARRETT GRANT Bikers...... Director of BILL ROMANOWSKI Photography ...... MICHAEL BARRETT Hot Dog Vendor ...... PAUL DOOLEY Production Designer . . . . . LINDA DESCENNA Birthday Party Kids . . . JOHNTAE LIPSCOMB Edited by...... TOM COSTAIN JAMES BURDETTE COWELL MICHAEL TRONICK, A.C.E. Angry Dwarf ...... MIKEY POST Costume Designer ...... RITA RYACK Gremlin Driver . . . . SEBASTIAN SARACENO Visual Effects Cubby the Supervisor. . . . JOHN ANDREW BERTON, JR. Home Depot Guy ...... SETH HOWARD Music Composed Lady Jacqueline ...... JACKIE SANDLER by...... RUPERT GREGSON-WILLIAMS Sweetest Medieval Girl Music Supervisors . . . . . MICHAEL DILBECK of All Time ...... SADIE SANDLER BROOKS ARTHUR Teacher ...... VALERIE GERVICKAS Co-Producer ...... KEVIN GRADY Booing Goblin ...... DEBBIE CARRINGTON Casting by . . . . ROGER MUSSENDEN, C.S.A. Big Hairy Guy on Beach ...... BILLY TYLER

1 Secretary...... LORNA SCOTT Dancers Tricia Sparks ...... ANNALISE BASSO COREY ANDERSON ALEX ESTORNEL Luau Waitress...... SHU LAN TUAN SCOTT FOWLER JEREMY HUDSON Party Guests ...... HEATHER MORRIS LACEY MAE SCHWIMMER BOB HARVEY RACHELE SMITH KELLI EXUM Truck Driver ...... MIKE ANDRELLA TRACY PHILLIPS CREDITS Nottingham Pool Waiter . . . . J.D. DONARUMA JANELLE GINESTRA NADINE ELLIS Nobleman ...... JON SCHEULER LAURIE MILAN TASHA TAE Lady at Fountain ...... DENVERLY GRANT KATERINA GOODE CRISCILLA CROSSLAND JENNIFER STROVAS HANNAH DOUGLASS ...... PAUL ELIOPOULOS KELLY COOPER GINA CANTRELL NICOLE SCIACCA MECCA VAZIE ANDREWS Stunt Coordinator. . . . . WADE L. EASTWOOD Associate Producers . . . JAMES BADSTIBNER Additional Stunt DANIEL SILVERBERG Coordinator...... ROBERT BROWN Post Production Supervisor . . . PATSY BOUGE Skeeter Stunt Doubles . . . . . ALEX CHANSKY RICHARD BUCHER Art BRYAN FRIDAY Director. . . . CHRISTOPHER BURIAN-MOHR WESLEY SCOTT Assistant Art Director...... HARRY OTTO MONTY STUART Set Decorator ...... NANCY GILMORE Jill Stunt Double...... LISA HOYLE Leadman...... SEAN GINEVAN Kendall Stunt Doubles...... ANDY DYLAN COLIN FOLLENWEIDER Assistant Violet Stunt Double...... MICHELLE SEBEK Costume Designer ...... MARY IANNELLI Fight Choreographers ...... BRAD ALLAN Costume Supervisors. . NANROSE BUCHMAN GARRETT WARREN JENNY LAX Stunt Rigging ...... JAKE LOMBARD Costumers ...... COREY BRONSON Stunts CHERYL CRAVEDI EDDIE PEREZ GARY GUERCIO NOEL LEONARD DENNIS KEIFFER JOEY ANAYA WILLIAM CAMPBELL BRIAN OERLY JUSTIN SUNQUIST EDEN COBLENZ ROEL FAILMA CON SCHELL DANA ROSENBERG NICK HERMZ MARK KUBR Costumer to Mr. Sandler . . . . LESLIE BROWN CODY SMITH CARYN MOWER Additional Assistant JONI AVERY TANNER GILL Costume Designer ...... SHANNA KNETCH GREG REYNOLDS ALEX DANIELS BRIAN COLLINS TOM DUPONT Makeup Department Head...... ANN PALA TIERRE TURNER DARRELL DAVIS Key Makeup Artist . . . KATHLEEN FREEMAN KEVIN DERR JON EPSTEIN Makeup Artists ...... ALEXIS WALKER DANE FARWELL MARK GINTHER BONNIE FLOWERS WILLIAM MORTS LARRY SHORTS Makeup Artist to Ms. Cox . . . . ELISA MARSH SCOTT SPROULE ANTHONY CENTONZE Key Stylist...... THOMAS REAL J. MARK DONALDSON MARTIN KLEBBA Hair Stylists ...... NANXY TONG-HEATER Choreographer ...... ZACHARY WOODLEE JACKLIN MASTERAN KIM SANTANTONIO Hair Stylist to Ms. Cox ...... ROBERT HALLOWELL

2 Camera Operators . . . . DAVID LUCKENBACH Supervising Sound Editors . . . . ELMO WEBER DAVID DIANO DAVID BACH

HORACE JORDAN CREDITS First Assistant Camera . . MICHAEL WELDON Supervising BRAD EDMISTON Sound Mixers...... GARY C. BOURGEOIS JOHN YOUNG BILL W. BENTON Second Assistant Camera...... KIRK BLOOM TULIO DUENAS Sound FX Editors...... MARC GLASSMAN RYAN DEGRAZZIO ORADA JUSATAYONOND Camera Loader ...... AMI HOWARD DEREK VANDERHORST Set Videographer ...... JASON M. COX Aerial Director ADR of Photography ...... HANS BJERNO Supervisor. . . . MILDRED IATROU MORGAN Script Supervisor...... NANCY KARLIN Dialogue Editors. . CAMERON STEENHAGEN Sound Mixer ...... THOMAS CAUSEY RUSSELL FARMARCO Boom Operator ...... ANTHONY ORTIZ Supervising Foley Editor . . CLAYTON WEBER Sound Utility...... RICHARD KITE Assistant Video Assist Operators ...... DAVID KATZ Sound Editor ...... MATTHEW P. HANSON KARL VINDLER Supervising Music Playback Operator . . . CHET LEONARD Foley Artist...... CATHERINE HARPER Foley Artist...... CHRISTOPHER MORIANA Location Manager ...... ROBERT S. FRANK Foley Mixer...... DARRIN MANN Key Assistant Re-Recorded at . . PICTURES STUDIOS Location Managers ...... ROBERT PAULSEN WILLIAM HOLDEN THEATRE MARIO A. GILBERT Loop Group ...... THE REEL TEAM Assistant Location Managers . . . . . WILLIAM HARRY FORTUNA Chief Lighting JASON STOWELL Technicians ...... MICHAEL BAUMAN ANNA L. COATS CORY GERYAK Location Scouts ...... TOM LACKEY Best Boy SCOTT BIGBEE Set Lighting ...... MICHAEL BONNAUD Key Grip ...... JOHN JANUSEK Additional Editing by ...... GREG PARSONS Best Boy Grip ...... JOHN P. SHINE First Assistant Editor . . . . STEPHEN SHAPIRO Dolly Grips ...... SEAN DEVINE Visual Effects Editors ...... KAREN WHITE MICHAEL E. LISTORTI CHRISTOPHER S. CAPP Assistant Editor...... SARAH LUCKY Property Master ...... TIM WILES Editorial PA...... JOHN BARTNICKI Assistant Property Master . . . . . CHUCK ASKERNEESE Visual Effects Producer . . . . SCOTT SHAPIRO Assistant Props ...... MARK KELLY LORNE G. GRANT Visual Effects Coordinators JEN UNDERDAHL JEAN HUANG Special Effects Coordinator . . . SCOTT FISHER Visual Effects Special Effects Foreman ...... JIM ROLLINS Plate Coordinator...... CHRIS ANTONINI Production Coordinator. . GRETEL TWOMBLY Visual Effects In-House Assistant Production Compositors ...... WILLIAM JOHNSON Coordinator...... MICHAEL P. TWOMBLY JOHN BRENNICK Production Secretaries. . . . ASHLEY LAMONT RITA SMITH

3 Second Second Studio Teachers ...... RHONDA SHERMAN Assistant Directors...... LEAH KING RHONA GORDON JOHN NASRAWAY SHARON SACKS

Assistants to Mr. Sandler . . . J.D. DONARUMA Production Accountant . . . . . ELLEN ADOLPH JENNIFER PERKINS First Assistant Accountant . . DAVID MCCOMB CREDITS Assistants to Payroll Accountant. . DEBORAH A. CORNETT Mr. Giarraputo ...... BRIAN MURPHY Second Assistant JEREMY TATE Accountants ...... HEIDI G. LEWIS Assistants to Mr. Shankman . . . SUNJA KNAPP ANGIE RYAN DANNY O’BRIEN MEGAN BROWN Assistant to Mr. Gunn . . . HOLLY C. MURRAY Assistant Payroll...... JOY YAHOLKOVSKY Assistant to Ms. Gibgot . . . . TOM KULJURGIS Post Production Assistant to Accountant...... JEANIE DANIELS Ms. Sanderlin ...... MARC BRUNSWICK Assistant to Mr. Grant ...... BRET SLATER Unit Publicist ...... TAMMY SANDLER Assistant to Mr. Herlihy ...... CHRIS O'FALT Stills Photographer ...... TRACY BENNETT Assistant to Clearances...... VANESSA BENDETTI Production ...... JEFFREY KETCHAM Stand-In for Mr. Sandler. . . SHANE RALSTON Transportation Coordinator ...... MIKE MENAPACE Set Designers ...... JULIA LEVINE Transportation Captains . . JUAN RODRIGUEZ LAUREN POLIZZI JAMES D. D’AMICO Graphic Designers ...... JANE FITTS ADAM TANKELL Casting Associate ...... JEREMY RICH Illustrators ...... JAMES HEGEDUS Casting JIM BANDSUH Assistant ...... MELISSA KOSTENBAUDER MAURO BORELLI Background Casting . . MARYELLEN AVIANO Storyboard Artist ...... DARRYL HENLEY Art Department Animals Supplied by...... STEVE BERENS’ Coordinator...... DIANA GOODWIN ANIMALS OF DISTINCTION Construction Animal Coordinator/ Coordinator ...... BILL HOLMQUIST Head Trainer ...... STEVE BERENS General Foreman . . . . . WALTER MIKOWLSKI Animal Trainers ...... TINA BERENS On-Set Dresser...... JOHN MAXWELL TUESDAY COWBURN Set Decoration Buyer...... RIC MCELVIN MICHAEL MEDINA Standby Painter . . . . . BILL KAUHANE HOYT MICHAEL D. MORRIS ERIN SHELLEY Production Assistants ALISON SMITH PETER WOODS J. UBUNTU BIERYLO CODY SMITH GALI BARAK TABITHA SPENCER JEN STIRLING WILL SANDOVAL Greens Coordinator ...... PHILIP C. HURST MANRICO ERASMI LORENZO DELA ROSA Greensmen ...... JEFF ARNDT JEFF MILLER CINDY PINZON PHIL L. HURST JOHNNY RADCLIFF LORIEL SAMARAS Set Medic ...... JEFFREY PORTER ANNEKE SCOTT CASSANDRA WATERMAN Craft Services ...... CHARLIE SCOTT COURTNEY M. LOVELL TRAVIS NICHOLS CLIFFORD SCOTT TANIS ALEXANDER PAUL BLACK JACOBY RADCLIFF ALLISON HARVEY AURORA QUINONES Caterer ...... GALA CATERING JASON ASTOR LARRY FRIEDMAN

4 Chefs ...... FRED GABRIELLI Digital OSCAR GONZALEZ Intermediate Editor ...... AMY PAWLOWSKI

Digital Color Assistant ...... KAT ROWE CREDITS Supervising Music Editor...... J. J. GEORGE, M.P.S.E. SECOND UNIT Music Editor ...... KEVIN CREHAN Temp Music Editor...... TOM KRAMER Director ...... SIMON CRANE Associate Music Supervisors ...... BRYAN BONWELL First Assistant Director. . . MATT REBENKOFF BETSY HAMMER Second Assistant Additional Director...... MARK TRAPENBERG Music by ...... CHRISTOPHER WILLIS Director of Photography . . . . . DEAN SEMLER TONY CLARKE Gaffer ...... JON GILSON Score Recorded Best Boy Set Lighting ...... JOE MARTENS and Mixed by...... NICK WOLLAGE Key Grip ...... WILLIAM PAUL Additional Music Best Boy Grip...... MIKE GUTHRIE Recorded by...... KATIA LEWIN Dolly Grip ...... CHARLES BROWN RUPERT COULSON Propmaster ...... MAX BREHME RICHARD COOPER Production Coordinator . . . DONALD WYGAL Score Script Supervisor ...... TRACEY MERKLE Recorded at . . . . NEWMAN SCORING STAGE Special Effects Foreman...... DON FRAZEE REMOTE CONTROL PRODUCTIONS Sound Mixer ...... GLENN BERKOVITZ BRITISH GROVE STUDIOS Camera Operators . . . RICHARD MERRYMAN AIR LYNDHURST STUDIOS JERRY CALLOWAY Score Mixed JASON ELLSON at . . . . . REMOTE CONTROL PRODUCTIONS First Assistant Camera ...... TONY RIVETTI Orchestrations by ...... ALASTAIR KING JOE PONTICELLI Orchestra Conducted by. . MICHAEL NOVACK STEVE WONG Composer’s Assistant. . . . . CHRISTIAN DAVIS Second Assistant Camera...... ROGER WALL Digital Workstation Hair Stylist ...... JACKIE MASTERSON Operator ...... KEVIN GLOBERMAN Makeup Artist...... DENISE PAULSON Orchestra Costumer ...... NANCY SMYTKA Contractors ...... SANDY DECRESCENT and PETER ROTTER VISUAL EFFECTS Vocal Contractor ...... ISOBEL GRIFFITHS Choir Master ...... JENNY O’GRADY Visual Effects by . . . CINESITE EUROPE LTD. Music Preparation ...... BOOKER WHITE, VFX Supervisor ...... MATT JOHNSON WALT DISNEY MUSIC LIBRARY VFX Producers ...... CATHERINE DUNCAN CLARE NORMAN Main and End Title Sequence Design and VFX Line Producer ...... CARRIE RISHEL Animation by. . . ASYLUM VISUAL EFFECTS Senior VFX Coordinator...... JAN MEADE Main Title Designer ...... SIMON CASSELS VFX Coordinators ...... LEE CHIDWICK Designers ...... TONY MEISTER CLARE DOWNIE WILLIAM LAWRENCE Executive End Title Crawl ...... SCARLET LETTERS Producer. . COURTNEY VANDERSLICE-LAW Digital Intermediate & Opticals by. . . . . EFILM CG Supervisor...... JON NEILL Digital Film Colorist ...... STEVE BOWEN Composite Supervisor . . . . CHRISTIAN IRLES Digital Intermediate Producer ...... EILEEN GODOY

5 Model & Head of Texture Artists . . CHRISTOPHER ANTONIOU Business Development ...... GILL ROBERTS PAUL MURPHY Production Supervisor . . . . . DAN PETTIPHER SHAUN SCOTT 3D Supervisor ...... CLAIRE MCGRANE JAMES STONE Character TDs ...... DIMITRI BAKALOV Visual Effects by...... [HY*DRAU”LX] CREDITS RICHARD BOYLE VFX Supervisors ...... ERIK LILES ADAM LUCAS CHRIS WELLS Lead Character Animator . . PETER CLAYTON VFX Designers...... COLIN STRAUSE Character Animators . . . . GRAHAME CURTIS GREG STRAUSE KATE KNOTT . . . . . SCOTT MICHELSON RACHEL WARD VFX Producer ...... TONY MEAGHER PAUL LEE CG Supervisor ...... MORRIS MAY Look Development...... RAMIN KAMAL Modeling Supervisor . . . . YOSHIYA YAMADA Lead Lighter ...... AXEL AKESSON Technical Supervisor ...... CHRIS HANEY Lighting TDs Character Supervisor . . JOSEPH M. HARKINS MOHAND ZENNADI LAURENT CORDIER 2D Supervisor ...... ERIK BRUHWILER NIKOS GATOS MILES GLYN VFX Coordinator ...... JOHN POLYSON ROBIN HUFFER JEAN-PAUL ROVELA CG Coordinator ...... KIM LEBRANE JENSEN TOMS ROSS STANSFIELD Inferno/Flame Compositors JASON WILLIAMS SCOTT BALKCOM SAM EDWARDS Effects TDs ...... STEVE KARSKI BRIAN HAJEK RICHARD HIRST CLAUDE SCHITTER BILL KUNIN DAISUKE MORITA Lead Crowd TD ...... JANE LISA WILD CHRIS PAYNE SCOTT RADER Crowd TD ...... JARED EMBLEY GIZMO RIVERA LOENG-WONG SAVUN Senior TDs ...... SIMON BUNKER LAURA SEVILLA ALEXANDER SAVENKO Rotoscope/Digital HOLGER VOSS Clean-Up...... SPENCER ARMAJO Lead Matchmover ...... JOHN SISSEN CAMERON COOMBS Matchmovers ...... JOEY HARRIS JEREMIAH SWEENEY KEIR LONGDEN JEROME WILLIAMS MIRIAM PEPPER Character Animators . . MARCO CAPPARELLI Digital Matte Painter. . SEVENDALINO KHAY JOSH KENT Compositors BILLY VU LAM SIMON J. ALLEN OLIVER ARMSTRONG NANDO MARTINEZ DAVE BANNISTER MICHELE BENIGNA LONG-HAI PHAM SULE BRYAN EMANUELE COMOTTI KEITH WILSON GERT VAN DEMEERSCH MATT FOSTER Dynamics Effects TOM HOCKING MARC HUTCHINGS Animators ...... KEVIN BROWNE ZAVE JACKSON YANN LAROCHETTE ERIC EBLIING KIRSTY LAWLOR HELEN NEWBY KARL ROGOVIN SARAH NORTON JIM PARSONS JON TOJEK GARETH REPTON CAMPBELL ROSE Character Technician ...... CHASE COOPER ADAM ROWLAND CARLO SCADUTO CG Generalist ...... CHRIS RADCLIFFE KIM WORRALL KAI WOYTKE Shader Technician...... DAN KRUSE R & D TD ...... MICHELE SCIOLETTE Cloth Simulations...... MARCUS ERBAR Technical Assistants...... CHRIS CLOUGH FERGAL MCGIVNEY ADRIAN STEELE ELENA PIERIDES

6 Lighting Technicians ...... JAVIER BELLO ADDITIONAL VISUAL EFFECTS JARED BRIENT PROVIDED BY

TULIO HERNANDEZ CREDITS SHIGEHARU TOMOTOSHI Visual Effects by ...... FUEL VFX Modelers ...... TAMER ELDIB Visual Effects MIGUEL GUERRERO Supervisor ...... SIMON MADDISON Camera Trackers...... JARROD AVALOS Visual Effects Producer ...... JASON BATH ANDREW COLLINS Compositing Supervisor ...... SAM COLE Matte Painters ...... MATT GILSON CG Supervisor...... ROY MALHI ROB OLSSON Lead TD & Lighting VFX Editor...... JON GRINBERG Supervisor ...... PAWEL OLAS VFX Stills Matte Painter...... LUKE BUBB Photographer ...... PATRICK FLANNERY Compositors ...... JOERG BAIER SABINE LAIMER Additional Visual FX by . . . TIPPETT STUDIO DEMIS LYALL-WILSON VFX Supervisor . . . . . THOMAS SCHELESNY CARLO MONAGHAN VFX Producer ...... PAUL HILL CG Artists ...... ROMAIN BUIGNET CG Supervisor ...... CHARLES ROSE JOSEPH KIM Art MICHAEL ORBING Director. . . NATHAN STINUS FREDENBURG Visual Effects Animators ...... ROBERT ALVES Coordinator...... CLAUDIA LECAROS HANS BREKKE Matchmove Artist ...... EMILY TUCKER AUSTIN EDDY TOM GIBBONS Visual Effects by ...... WHISKYTREE Lighters ...... JIM AUPPERLE Visual Effects Supervisor. . JONATHAN HARB MARIE-LAURIE NGUYEN Matte Painting Supervisor . . . . . JOSHUA ONG STEVEN QUINONES-COLON Art Director...... JOE CEBALLOS STEVE REDING Digital Matte BART TRICKLE Painters. . ANNEMIEKE LOOMIS HUTCHINS Compositing Supervisor ...... JOE BAILEY TOSHIYUKI MAEDA Compositors ...... NATHAN ABBOT JUAN PABLO MONROY COLIN EPSTEIN SUSUMU YUKUHIRO CHRIS GIBBONS TD...... SAM CUTTRISS CHRIS HALSTEAD DAVID LINK Visual Effects by ...... ROTOFACTORY, INC., MARK TAMNY Digital Effects Character Set-Up ...... ERIC BAKER Supervisor...... NICHOLAS CERNIGLIA CG Painter ...... JOHN RADER Compositing CG Modeler ...... SEUNG JANG KIM Supervisors ...... SHUICHI YOSHIDA Match-Move ...... DONG YON KANG DAVID AUGHENBAUGH DANI SUKIENNIK Sequence Supervisors . . . . . RADLEY TERUEL Lead Roto-Paint Artist . . . ROSS NAKAMURA INDAH MARETHA Roto-Paint Artists ...... AMANDA INSTONE BRIAN SMITH Visual Effects by ...... LOLA VFX KENNETH VOSS Visual Effects Supervisor. . . . . CASEY ALLEN Digital Production Inferno Artists...... TRENT CLAUS Manager ...... ADRIENNE ANDERSON CLARK PARKHURST JEREMIAH SWEENEY

7 Visual Effects by...... LOOK EFFECTS, INC. “Kinda Sad, Kinda Happy” Visual Effects Written by Harvey Lorenzo Estrada, Executive Producer. . . . . STEVE DELLERSON Athoas Brown, Woodrow M. Murray, Visual Effects Supervisor...... MAX IVINS Michael Sulcer Visual Effects Performed by The Jazz Masters Coordinator ...... ANDY SIMONSON Courtesy of Spirit Music Group CREDITS Digital Compositor . . . . . CRAIG MATHIESON “Kinda Cute” Makeup and Written and Performed by George Shearing Creature Effects by ...... ALTERIAN, INC. Courtesy of Capitol Records Makeup & Creature Under license from Effects Designer...... TONY GARDNER EMI Film & Television Music Project Supervisor ...... TIM HUIZING Concept Design ...... LILO TAUVAO “Rock Me Amadeus” Sculptors...... GLEN HANZ Written by Ferdinand Bolland, Robert Bolland, DAVID SMITH John Hoelzel CAROL KOCH Performed by Falco ERIC HARRIS Courtesy of Mold Supervisor ...... GREG JOHNSON Reverso Musik Productions GmbH, Wien Dental Effects Technician...... KEN BANKS and SONY BMG MUSIC Alien Costuming...... LISA HARRIS (Austria) GmbH Foam Technician ...... MARK VINELLO by arrangement with Effects Technicians ...... AARON ROMERO SONY BMG MUSIC ENTERTAINMENT On-Set Application ...... STEPHEN PROUTY JAMES ROHLAND “Time Spent Moments Saved” Written and Performed by Darwin Keith Martin MUSIC Courtesy of Spirit Music Group

“Hokey Pokey” “We Come To Party” Written by Taft Baker, Larry Laprise, Written by Matthew Gerrard, Robbie Nevil, Charles Macak Corbin Bleu Performed by Ray Anthony and His Orchestra Performed by Corbin Bleu Courtesy of Capitol Records Courtesy of Hollywood Records Under license from EMI Film & Television Music “All By Myself ” Written by Eric Carmen, Sergei Rachmaninoff “I Can Do That” Performed by Eric Carmen Written by Marvin Hamlisch, Edward Kleban Courtesy of Arista Records, Inc. Performed by Dan Zanes & By arrangement with Courtesy of Festival Five Records SONY BMG MUSIC ENTERTAINMENT

“Don’t Stop Believin’” “Here Is To The Night” Written by Steve Perry, Neal Schon, Written by Athoas Brown Jonathan Cain Performed by The Jazz Masters Performed by Journey Courtesy of Spirit Music Group Courtesy of Columbia Records By arrangement with SONY BMG MUSIC ENTERTAINMENT

8 “I Can Hear Music” “Happy Thoughts” Written by Jeff Barry, Ellie Greenwich, Written by Athoas Brown, Barney Jay Proctor

Phil Spector Performed by Athoas and Broheem CREDITS Performed by The Beach Boys Courtesy of Spirit Music Group Courtesy of Capitol Records Under license from “Waimea Bound” EMI Film & Television Music Written and Performed by Guy E. Fletcher Courtesy of Music Copyright Solutions Plc “One & Only” Written by D. Scott, K. Scott “At The Nottingham Broadway Mega Resort” Performed by Swirl 360 Written and Produced by Courtesy of Swirl 360 Performed by Guy Pearce

“Hokey Pokey” “Hawaiian Lei” Written by Taft Baker, Larry Laprise, Written and Performed by Grant Geissman, Charles Macak Rick Rhodes Courtesy of FirstCom Music “Fire” Written by Ralph Middlebrooks, “Happy Birthday To You” Clarence Satchell, William Beck, Leroy Bonner, Written by Mildred J. Hill, Patty Smith Hill Marshall Jones, Marvin Pierce, James Williams Performed by Ohio Players Soundtrack Available on Courtesy of The Island Def Jam Music Group Under license from Universal Music Enterprises

“I’m On Fire” Written and Performed by American Humane monitored the Courtesy of Columbia Records animal action. No animals were harmed. By arrangement with (AHAD 01164) SONY BMG MUSIC ENTERTAINMENT

“Eternal Flame” Written by Susanna Lee Hoffs, Tom Kelly, Billy Steinberg Performed by The Bangles The Producers Wish to Thank Courtesy of Columbia Records By arrangement with Film LA – Jody Strong SONY BMG MUSIC ENTERTAINMENT City of Long Beach – Tasha Day, Andy Witherspoon “Disco Inferno” Ferrari of Beverly Hills – Rosella Locatelli Written by Leroy Green, City of Beverly Hills – Benita Miller Ron “Have Mercy” Kersey Santa Monica Pier – Aurora Astoria Performed by The Trammps City of Santa Monica – Vee Gomez, Katy Ruff Courtesy of Atlantic Recording Corp. Open Space Management of Santa Monica – By arrangement with Wendy Petznick Warner Music Group Film & TV Licensing City of Pasadena – Ariel Penn, Joan Aquado Castello Di Amorosa – Darryl Sattui, Pat Krueger Ralph Helmick, Stuart Schechter and John Outterbridge

9 Pasadena Robinson Memorial, Inc. City of Pasadena Public Art Program LeRoy Neiman Lance McKee (“SIR FIXALOT”) of Flagstaff, Arizona Filmed in part at Studios CREDITS Filmore & Western Railway

Wicked courtesy of Wicked LLC MPAA #44892 and Universal Studios Licensing LLLP Annie Get Your Gun, Carousel, Flower Drum Song, The King and I, Oklahoma!, Show Boat, The Sound of Music and South Pacific courtesy of the Rodgers and Hammerstein Organization Poster of “Enterprise” courtesy of Digital Cinematography by CBS Paramount Network Television PANAVISION® ® The Suite Life of Zack and Cody footage courtesy of Disney Channel Frankenstein courtesy of Universal Studios Licensing LLLP Still Images provided by: CORBIS, Getty Images

Airline Mock-up provided by AERO MOCK-UPS, INC. Copyright ©2008 Disney Enterprises, Inc. All Rights Reserved Aerial cameras provided by SPACECAM SYSTEMS, INC. For the purposes of United Kingdom copyright, Disney Enterprises, Inc. was the owner Lighting and Grip Equipment Supplied by of copyright in this film immediately after PASKAL LIGHTING it was made.

PANTHER Cranes & Dollies Distributed by WALT DISNEY STUDIOS Color & Sound Processing by MOTION PICTURES RIOT HAPPY MADISON PRODUCTIONS Color by Deluxe®

Camera Cranes, Dollies & Stabilized Remote Camera Systems by Chapman/Leonard Studio Equipment, Inc.

Camera Dollies Provided by J. L. FISHER

10 BEDTIME STORIES

ABOUT THE PRODUCTION ABOUT THE PRODUCTION “Bedtime Stories” is an adventure comedy starring ADAM SANDLER as Skeeter Bronson, a hotel handyman whose life is changed forever when the bedtime stories he tells his niece and nephew start to mysteriously come true. When he tries to help his family by telling one outlandish tale after another, it’s the kids’ unexpected contributions that turn all of their lives upside down. From director Adam Shankman (“,” “,” “”), “Bedtime Stories” features an all-star cast, including Adam Sandler (“You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry”), Keri Russell (“August Rush,” “Waitress”), Guy Pearce (“L.A. Confidential,” “Factory Girl”), (“Forgetting Sarah Marshall”), Richard Griffiths (“History Boys,” “ and the Order of the Phoenix”), Jonathan Pryce, Courteney Cox (“Friends”), Lucy Lawless (“Xena: Warrior Princess”) and Teresa Palmer (“Kids in America,” “Grudge 2”). From a screenplay written by Matt Lopez (“Race to Witch Mountain”) and Tim Herlihy (“,” “”), and a story by Matt Lopez, “Bedtime Stories” is produced by Andrew Gunn for Gunn , and Adam Sandler and Jack Giarraputo for Happy Madison Productions. Adam Shankman, Jennifer Gibgot, Anne Marie Sanderlin and Garrett Grant serve as executive producers. The film is a Happy Madison Productions, Gunn Films and production. The film’s behind-the-scenes talent includes cinematographer Michael Barrett (“You Don’t Mess with the Zohan”), costume designer Rita Ryack (“Hairspray”), production designer Linda DeScenna (“The Pacifier”), editor Tom Costain (“You Don’t Mess with the Zohan”), editor Michael Tronick, A.C.E. (“Hairspray,” “Hannah Montana/: Best of Both Worlds Concert”), and composer Rupert Gregson-Williams (“You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry”).

11 ONCE UPON A TIME… Telling “Bedtime Stories”

“Bedtime Stories” provided a unique opportunity to combine classic Disney storytelling with Adam Sandler’s signature brand of comedy. At the helm is director Adam Shankman, who came to the project with successful films for the Studio like “The Pacifier” and “Bringing Down the House.” Sandler and Happy Madison Productions were drawn to the project, particularly since Sandler had recently become a father for the first time. “I wanted to make a movie that my child could watch someday and actually look me in the eyes afterwards,” he says. “I read ‘Bedtime Stories’ and I thought it would be really fun for everyone. “When I was a kid our family used to go on the road,” Sandler continues. “We’d drive into New York from New Hampshire a lot and we would stop at Howard Johnson’s on the way. There were six of us in one room and it would be the best time of our life. I always liked the idea a guy who lives in a hotel and he gets to do that every day.”

Skeeter Bronson, Hotel Handyman Sandler plays hotel handyman Skeeter Bronson. “He’s a hard-working fella,” Sandler explains. “Skeeter’s father owned the hotel when my character was a little kid. The father wasn’t a great businessman and had to sell, but he made a deal with Mr. Nottingham, the new owner, that Skeeter might eventually run the hotel. So my character has been working and

ONCE UPON A TIME working and waiting for it to happen and the day that he thinks it’s gonna happen, the job is given to another guy.” Setting the story in motion is Skeeter’s sister Wendy (COURTENEY COX), who calls on the handyman to look after her two children while she heads off on a job hunt. “I’m a principal at a school that’s being shut down,” says Cox. “So I go off to find a job and all the madness starts.” On hand to try to curb the madness and help with the children is Wendy’s responsible friend Jill (KERI RUSSELL). “I take care of the kids during the day until Adam’s character finishes his shift at the hotel,” says Russell. “Somehow I end up in these crazy adventures that Skeeter creates with the kids.”

12 The crazy adventures are the bedtime stories Skeeter tells to entertain the kids at night. Dissatisfied with their book selection, he decides to make up his own stories, allowing the kids to get into the game and contribute to the crazy tales. The stories—with settings ranging from the Old West and Outer Space to Medieval Times and Ancient Greece—are brought to life throughout the movie…with some familiar characters. Explains director Shankman, “The fun thing is that Skeeter casts characters from real life as the characters in all of the stories. So everyone from Adam to Keri to Russell Brand gets to play all these crazy characters throughout the movie.” The twist, says Shankman, is that the stories Skeeter tells actually come true. “Whatever the kids kick into the story ends up coming true the next day in real life,” says the director. “Between their crazy newfound reality and the outlandish fantasy sequences of the bedtime stories, there’s a lot of visual candy. “This movie has an enormous amount of heart,” continues Shankman. “It’s incredible for the family. It’s just magic.”

MULTIPLE PERSONALITIES Casting Characters for Reality and Fantasy

Casting “Bedtime Stories” meant that the filmmakers had to imagine each in a variety of roles. Says director Adam Shankman, “I think what attracted a lot of the to doing ‘Bedtime Stories’ was the fantasy element, the idea of playing different characters. They knew they would be in a lot of crazy costumes and get to do a lot of crazy characters alongside Adam Sandler.”

A Mouseketeer Returns to Her Roots With Sandler in place as leading man Skeeter, the filmmakers tapped Keri Russell for the role of Jill—in addition to a host of fantasy characters including Jillian Queen of Fairies, Raven Jillian and a Mermaid. Her performance marked a return to her Disney roots. “I think it’s funny that I’m doing this movie now because I was a part of the Mickey MULTIPLE PERSONALITIES Mouse Club when I was growing up,” says the veteran Mouseketeer. Russell starred in the all-new “Mickey Mouse Club” from 1991-1994. According to Shankman, Russell was chosen to complement Sandler’s comedic sensibilities. “She’s a really great match for

13 Adam because they make each other laugh and that’s a real blessing,” says the director. “They really seem to enjoy working together.” “Keri’s incredibly likable and smart,” adds Sandler. “Our characters don’t really like each other at first, so it was fun to bicker back and forth.” “At first, my character thinks Skeeter is really immature and irresponsible and annoying, which he is,” says Russell. “But after spending more time with him, she starts seeing him involved with the kids and starts to think he’s not such a bad guy. He starts to charm her.” “The two of them are just fireworks,” says Shankman of the twosome. Newcomers Jonathan Heit and Laura Ann Kesling were cast as Skeeter’s nephew Patrick and niece Bobbi. Says Sandler, “They’re both very hard working. Jonathan is really smart and Laura makes you smile all the time. They both had a great time on the film.” Says Heit, “Adam Sandler plays my uncle in the movie. It’s actually hard not to laugh during the scenes ’cause he’s so funny.” One example was when Sandler first sat down to tell them a bedtime story and is surprised to find a guinea pig on his head. Bugsy, the children’s pet—so named for his shockingly big eyes—was portrayed by two previously unknown guinea pigs, Stitches and Thimbles. With carefully trained behaviors ranging from running on a makeshift treadmill to tucking himself into bed, Bugsy contributed his own style of comedy to the film. Courteney Cox was called on to play Skeeter’s uptight sister Wendy. The actress was drawn to the part because of her on-set brother Adam Sandler. “I just love him and he makes for the most fun set. He surrounds himself with fantastic people,” she says. “The story is heartfelt, whimsical, adventurous, funny. I was blown away.” The filmmakers turned to Guy Pearce for the role of Kendall Duncan. Says Pearce, “I play the manager of a hotel and Adam Sandler’s character wants my job.” “He belittles Skeeter a lot and makes him feel like a loser,” adds Sandler. “So through the bedtime stories, Skeeter fights back a little which starts to connect with his real life. But Pearce is committed. He enjoyed hurting me. He’s a funny guy and a great actor.” “I first saw Guy in a comedy with intensely dramatic undertones, ‘Priscilla, Queen of the Desert,’ and he was brilliant in it,” says Shankman. “He has great comic instincts and I thought it would be fun to have an actor’s actor play the part.” “This is a broad comedy and it’s not my normal fare,” admits Pearce. “But I’m a fan of

14 MULTIPLE PERSONALITIES MULTIPLE Shankman’s and a fan of Sandler’s and it seemed fortuitous that I find something that’s a bit light.” Pearce, in particular, liked what the bedtime stories brought to the role. “Every time Skeeter tells a story to the kids, all of the characters are incorporated—whether it’s the Wild West or Ancient Greece or Outer Space or Medieval Times,” he says. “I’m generally the nemesis in each story and really quite pompous and ridiculous.” Sandler first came upon Russell Brand while traveling in London and immediately found the British comedian to be uniquely funny and original. Brand ultimately won the role of Skeeter’s friend and sidekick Mickey. His character carries over into the fantasy sequences, portraying Mickus The Satyr in Ancient Greece, Lieutenant Mik in Outer Space and Friar Fred in Medieval Times. The actor, who played all of his scenes opposite Sandler, says he learned a lot from him. “It’s good to watch how he handles physical stuff. He’s always subtle, and look at his charisma. I think he’s one of the great comedy actors of all time.” Richard Griffiths plays the germaphobic head of the hotel. “My character is a chap who’s a very rich and powerful hotelier,” says Griffiths. “He’s making a flagship mega-hotel outside of and there’s a competition among the characters to be the one to choose the theme. I’m the guy they have to persuade.” With titles like King Barry, Emperor Germicus and Supreme Leader Baracto, the character’s power extended to the fantasy sequences inspired by Skeeter’s stories. “Richard Griffiths playing Barry Nottingham was kind of heaven sent,” says Shankman. “His comic ability is unsurpassed and he brings this delightful texture to every scene without trying to be funny.” Shankman adds that Griffiths was a bit of a wild card. “He’s always doing something unexpected so we never knew what he’d do next. But it was always great.” Playing Barry Nottingham’s spoiled daughter Violet is Australian actress Teresa Palmer. Sandler’s MULTIPLE PERSONALITIES Skeeter and Pearce’s Kendall both lobby for her affections, believing it will help them earn a place in her father’s heart—and hotel. Violet lives a bit of an heiress life, chased by paparazzi. Says Sandler, “She’s daddy’s little girl. She gets into trouble sometimes and hasn’t grown up 100 percent yet.” “Violet loves to have a good time,” adds Palmer. “She’s fun and crazy and loves to dance.” Shankman says he was taken by Palmer’s appearance. “She’s so beautiful on film it almost

15 scares me,” says the director, who credits the actress with enhancing the role of a spoiled daughter. Sandler explains. “Her character is actually very likable,” he says. Lucy Lawless was cast as Aspen, the hotel’s eccentric concierge. “I’m yet CUE THE CHARIOT another foil to Adam Sandler’s character,” says Lawless. “I help Guy Pearce’s character in his efforts to ruin Skeeter’s life.” “Getting Lucy Lawless to do crazy stuff is like getting somebody thirsty to drink water,” says Shankman. “She’ll do anything to make you laugh.” Lawless had a lot of fun extending her character into the fantasy sequences, despite the fact that Skeeter’s stories didn’t cast her in the best light: Nasty Innkeeper Troll, Aspenazon and Alien Aspenzoid Crab. “When I’m the crab lady, I’ve got this insane headpiece on and the most incredible special effects makeup and prosthetics,” says Lawless. “Everything in this movie is really A-grade.”

CUE THE CHARIOT Bringing “Bedtime Stories” to Life

With worlds ranging from Ancient Greece to Outer Space, filmmakers had to strategize how to tackle the different fantasy bedtime-story sequences. Shankman recalls, “We wanted to go for classic sketches of what people think of when they imagine these different themes because the stories are told through the eyes of children.”

Medieval The first bedtime-story fantasy that Skeeter, Patrick and Bobbi create is a medieval story. Skeeter kicks off the story, working bits of his real life into a medieval setting. He casts himself as a peasant named Sir Fixalot, hotel owner Barry Nottingham as the King, Nottingham’s daughter as Princess Fashionista and nemesis Kendall as Sir Buttkiss. “So it ends up connecting to Skeeter’s real life in the movie,” says Sandler. The kids contribute key details to the story—details Skeeter doesn’t always embrace. The ongoing debate leads to three unique characters for Keri Russell. Russell explains, “Adam’s character doesn’t think very much of Jill so my character enters the story because of the kids— who suggest she’s a beautiful fairy—then I appear as this beautiful fairy. Skeeter objects and I turn into an ugly raven until one of the kids says ‘she should be a mermaid’ and then I turn into a mermaid and dive down into a moat.”

16 Old West CUE THE CHARIOT In the Old West story, Jeremiah Skeets is a southern farmhand who is looking to make a name for himself but feels that his shabby appearance and his old horse might be a disadvantage. Skeeter decides Jeremiah Skeets should get a brand-new horse—a red one that whinnies like a Ferrari—for free. The kids don’t like the idea and suggest that he do what a real gentleman would do and save a damsel in distress, portrayed in the fantasy by hotelier Barry Nottingham’s daughter Violet, who Skeeter has hoped to win in real life. “In the Old West story Skeeter wants a Ferrari and he wants the girl,” says Shankman. “He thinks he controls the stories, but realizes after this particular story that it’s the kids’ contributions that really matter.” To prepare for his role as Jeremiah Skeets in the Old West scene, Sandler took riding lessons. “I used to ride horses when I was young and fearless, but riding a horse at my age is not something you want to do unless you know how to do it.”

Ancient Greece The Ancient Greece story opens with Skeetacus, a cocky, toga-clad hero, entering a Greek Coliseum at the helm of a high-speed, horse- drawn chariot. The crowd roars as he jumps the chariot over a long line of elephants. Shankman explains, “I thought it would be funny if Skeeter was the first one to do the Chariot X-Games. I wanted it to look like motocross, but on a chariot.” Presiding over the games from his Royal Box is Emperor Germicus, his lovely daughter Princess Violetus, Senator Kendallius and Aspenazon. In the stands among the spectators is Jillius, Patrickus, Bobbius and Skeetacus’ manservant Mickus who is a Satyr.

Outer Space The final bedtime story takes the cast to Outer Space for a battle scene between Skeeto and Kendallo. The scene reflects the real-life battle to run the hotel. Shankman explains, “In the story, they battle to see who’s going to be the one to run the new planet of Nottinghamia.” Guy Pearce says the no-gravity battle takes a while to get off the ground—so to speak. “We’re floating around desperately trying to get to each other and can’t…so a Booger Monster comes out.”

17 Shankman explains, “The Booger Monster is a space character that looks like a weird blowfish with tentacles and teeth. He seems ferocious while he’s chasing Kendallo and Skeeto around, but ends up being a sweet little thing that just wants to kiss General Kendallo.” “I was Baracto, Supreme Leader of the Galaxy,” says Richard Griffiths. “The Space fantasy is my favorite fantasy sequence to date.”

BEHIND THE SCENES Making “Bedtime Stories” Come True

Filmmakers needed top visual effects, special effects and world-class stunts to bring the fantasy sequences to life. To help make “Bedtime Stories” come true, filmmakers assembled a team of behind-the-scenes professionals, including production designer Linda DeScenna, visual effects supervisor John Andrew Berton Jr. and animal trainer Steve Berens. DeScenna, who had worked with Adam Shankman on “The Pacifier” and “Bringing Down the House,” says

BEHIND THE SCENES their first step was breaking down the script. “We really had to figure out what we could physically build and what would be built in the computer,” she says. “That has to be pretty exact.” DeScenna says the film was a challenge with the diverse settings—from a contemporary look with the reality scenes to the fantasy sequences. The production designer was charged with creating everything from a hotel lobby to a moat, which was a particular challenge. “We pulled it off,” says DeScenna. “But I’m glad we’re done with it.” The production designer admits that much of the moat scenes, as well as the rest of the movie, involved special effects. The teams worked together to create seamless scenes that blended the physical design with computer effects.

Making Magic Visual effects supervisor John Andrew Berton Jr. was charged with making the effects elements a reality. “We’re responsible for magical creatures, magical settings and making everything that happens in the movie that is spectacular and outside of our normal experience look like it’s absolutely real and part of our normal experience. “In order to get good visual effects you have to plan ahead,” continues Berton. “We were involved in pre-production with the concept paintings and creature design.” Berton says that “Bedtime Stories” called for a special process called cyber scanning. “We created digital stunt doubles, which are digital actors that perform in the same way that stunt doubles do. That’s what we do when we need to put stunt doubles in more danger than even stunt doubles want to be in. We scan the actors’ faces and costumes so that we can make it all work.” The same technology was used to create the mermaid tail for one of Keri Russell’s story

18 characters. “The upper body is performed by Keri Russell and the mermaid tail is an animation,” says Berton. Berton adds that his team worked closely with the director of photography, set design, lighting—down to hair and makeup—to achieve the look filmmakers wanted. “When we get into post-production we can keep all of those things in mind so that everything matches,” he says. The film also featured a host of big movie stunts. Director Adam Shankman had worked on stunt-heavy films in the past, but felt “Bedtime Stories” was special. “We worked with some really good stunt teams putting together the chariot race and a great motorcycle chase. I love the pace. It underscores everything else in the movie so perfectly because it always gives everything a big sense of adventure and urgency. It’s great.” The film’s stunts range from a motorcycle jump to the airborne space battle between Sandler’s and Guy Pearce’s characters to maneuvering through a stampede of horses. Animal trainer Steve Berens was tapped to help coordinate several scenes involving a BEHIND THE SCENES variety of animals—from the stampeding horses to a team of elephants. “I’ve been around a lot of animals in my life but when you get close to these elephants and you’re working with them it’s really a thrill. They really are something special,” says Berens. The trainer says one of the more complex scenes was the horse stampede in the Old West story. “Skeeter encounters a stampede while he’s on this horse and actually weaves his way through this stampede. I thought, ‘Oh boy, how are we going to do this?’” Berens coordinated his efforts with the visual effects team. Says Berton, “In order to keep the actors safe and to get the action that we wanted, we ran the horses first, then we ran the actors and then sewed it all together digitally so that it looks like it happened at the same time.”

Ringing for Carrots But perhaps the toughest assignment for trainer was training the animals who starred as the kids’ pet guinea pig Bugsy. The script called for the guinea pig to run on a makeshift treadmill and tuck himself into bed—not an easy task, says Berens. “Guinea pigs aren’t known for speed and agility. But we were able to get them running on that treadmill. You get a little bit of movement and pay that off and eventually they understand.” The trainer says it took three weeks to train the behavior. Next up was the bedtime behavior. The more complex task took Berens twice as long to train and involved Bugsy ringing a bell at bedtime and then tucking himself into bed. To teach the first part of the behavior, the trainer held a treat at the bell—carrots were a favorite—to draw the animals to the desired spot. Each time they successfully grabbed the rope to ring the bell they were rewarded and ultimately caught on. “From there, we taught the guinea pig to run up into his bed, stick his nose in and crawl under the sheet,” says Berens, who’s fairly certain that no other guinea pig has ever been taught to tuck himself into bed.

19 The trainer is proud to say that only Bugsy’s eyes are computer generated. “It’s great to show people that these animals can do these things themselves,” Berens concludes.

OUTFITTING “BEDTIME STORIES” Costume Designer Rita Ryack Finds the Right Look

Costume designer Rita Ryack was called on to tackle the film’s wild and crazy wardrobe. Says director Shankman, “She is brilliantly talented and creative. We went through millions of books with illustrations from all these different periods and the whole thing really worked on screen.” Ryack says that the film presented a number of wardrobe challenges. “There are several time periods and settings—from contemporary and Skeeter’s ’70s childhood, to medieval, Old West, Outer Space and Ancient Greece.” But the costume designer didn’t feel pressured to make the fantasy sequences authentic. “I didn't want to treat any of the period stuff in a literal way,” she says. “We're watching Skeeter’s fantasies, so that involved some projection. Skeeter’s a sweet guy whose taste in clothing isn't particularly sophisticated, so the period scenes aren’t at all archival. I looked at old epic movies for inspiration and most of the costumes have some modern components.” Ryack says she most enjoyed designing costumes for Richard Griffiths and Guy Pearce. “My own sensibility is pretty theatrical, and villains give you the opportunity to go full-on silly,” she says. “I really like the medieval costumes for Barry and Kendall. The fabrics are beautiful and their fittings were great fun. I had to do a lot of last-minute improvisation.” Of course, with Adam Sandler’s character starring in the fantasy scenes, Ryack had fun with his looks. “Skeeter had to be semi-heroic in his fantasies, although I think he looks pretty hilarious as a medieval peasant.” Russell Brand went through hours of costuming and special effects makeup for his Outer Space character Lieutenant Mik. Says Brand, “Putting on that robot costume was very grueling. I was completely covered in gold—gold paint, gold plate, gold latex and a gold spandex suit. It was incredible to wear; incredibly prohibitive—going to the lavvy was a OUTFITTING “BEDTIME STORIES” challenge. A challenge that every superhero must face.” Ryack says she was inspired by the cast, the characters and the elaborate bedtime stories themselves. “I wanted to use bright, cheerful colors and graphic silhouettes to be evocative, to heighten the narrative, to be funny, but not distracting.”

20 ABOUT THE CAST

ADAM SANDLER (Skeeter Bronson/Producer) has enjoyed phenomenal success in the entertainment industry as an actor, writer, producer and musician. Sandler was last seen in a starring role opposite John Turturro, Emmanuelle Chriqui and in Sony’s comedy “You Don’t Mess with the Zohan.” Previously, he was seen starring opposite Kevin James and Jessica Biel in the comedy “I Now Pronounce You Chuck & Larry,” which opened #1, and “,” co-starring Don Cheadle for director Mike Binder. His other box-office hits include “Click,” starring with Kate Beckinsale and “The Longest Yard,” starring with and . He also starred in James L. Brooks’ “Spanglish,” opposite Tea Leoni, and Paul Thomas Anderson’s “Punch-Drunk Love,” for which he received a Golden Globe Award® nomination. Sandler’s first brush with comedy came at age 17, with a performance at a Boston comedy club. From then on he was hooked, performing regularly in comedy clubs, while earning a degree in Fine Arts from . Sandler made his motion picture debut in “Coneheads,” opposite Dan Aykroyd and Jane Curtin. He has gone on to become an almost self-contained mini studio involved in all aspects of film production. “” was one of the most successful movies of 1996. With a budget of just $12 million, it grossed more than $40 million at the box office and $35 million on home video. “The Wedding Singer,” in which he also starred with , was the first box office hit of 1998, with an opening weekend gross of more than $22 million. His next film, “,” had an opening weekend of almost $40 million. Other recent $100 million-plus-grossing Sandler films include “Big Daddy,” “Mr. Deeds,” “Anger Management” and “.” Sandler collaborated with writer Tim Herlihy on the screenplays for “Happy Gilmore,” “,” “Billy Madison,” “Big Daddy” and “The Waterboy.” “Billy Madison” has become a cult classic for college students across the country, with “Billy” nights and “Sandler” festivals. Sandler served as producer through his Happy Madison Productions on “Click,” “,” “Deuce Bigalow: European Gigolo” and “Dickie Roberts: Former Child Star” and “.” He executive produced “Grandma’s Boy,” “The Animal,” “,” “,” “” and “Deuce Bigalow: Male Gigolo.” Sandler’s production company, Happy Madison Productions, has a deal with to develop shows for the studio, including the CBS hit comedy series “Rules of Engagement” starring David Spade and Oliver Hudson. During breaks from his busy filming schedule, Sandler spends time in the recording studio. Several of his comedy albums on Warner Bros. Records have gone multi-platinum.

Collectively, they have sold more than six million copies to date. Several years ago, Sandler ABOUT THE CAST launched AdamSandler.com. This site is updated weekly with mini-movies featuring Sandler and the staff of Happy Madison in their daily routines.

21 KERI RUSSELL (Jill) is a familiar face to audiences worldwide having starred in a number of major motion pictures, independent films and television shows. Most recently Russell received rave reviews for her starring role in the romantic comedy “Waitress.” She stars in the upcoming independent film “Leaves of Grass,” opposite Edward Norton and Susan Sarandon. Russell has starred in a number of major motion pictures including “The Girl in the Park,” “August Rush,” “Mission: Impossible III,” “The Upside of Anger,” “We Were Soldiers,” “Mad About Mambo,” “The Curve” and “Eight Days a Week.” Russell first garnered attention when she starred in the title role in the hit television series “Felicity.” In just four months after the show’s acclaimed premiere on the WB, Keri was honored with a Golden Globe® Award for Best Performance by an Actress in a Drama Series. Russell’s television credits include the mini-series “Into the West,” executive produced by Steven Spielberg and directed by Simon Wincer, and the Hallmark Hall of Fame Presentation “The Magic of Ordinary Days.” In 2005, Russell made her stage debut in the off-Broadway production of Neil LaBute’s play “Fat Pig,” as Jeannie, a vindictive girl furious at her ex-boyfriend, played by Jeremy Piven, for having the gall to fall in love with someone who is overweight.

GUY PEARCE (Kendall) became interested in acting at an early age and joined local theatrical groups in his hometown of Geelong, Victoria in Australia. He appeared in productions of “The King and I,” “Alice in Wonderland” and “The Wizard of Oz.” Just days after finishing high school in 1985, Pearce landed his first professional acting job on the popular Australian soap opera “Neighbours” and became a bonafide teen idol. He found further success on Australian television in series such as “Home and Away” and “Snowy River: The McGregor Saga.” Pearce has appeared in a variety of films including “The Adventures of Priscilla, Queen of the Desert,” the Oscar®-winning “L.A. Confidential,” as well as “Rules of Engagement,” “Memento,” “Two Brothers” and “Factory Girl,” among others. Most recently he appeared in “Traitor” starring Don Cheadle and will be seen in the upcoming “The Hurt Locker” starring . He recently completely production on the of Cormac McCarthy’s novel “The Road” with Viggo Mortensen, Charlize Theron and Robert Duvall and “In Her Skin” starring Sam Neill and Mirando Otto. ABOUT THE CAST 22 RUSSELL BRAND (Mickey) made his US acting debut in ’s comedy “Forgetting Sarah Marshall.” His performance as a rocker with a bad boy’s sexual magnetism and his own quirky charm had critics and audiences abuzz. Brand made his theatrical debut in London at age 15 in “Bugsy Malone” as Fat Sam. An education at Italia Conti Stage School led to a three-year scholarship at the drama centre in Camden where Brand began performing stand-up in pubs around London in his spare time. He reached the final of the prestigious Hackney Empire new act of the year competition and his political rantings caught the eye of Time Out’s Malcolm Hay who dubbed him “Essex’s Bill Hicks.” A successful run at the Edinburgh Festival followed, as did an appearance in the final of “So You Think You’re Funny?” MTV caught Russell’s show at the festival and gave him his own series, “Dance Floor Chart,” and also tapped him to host their flagship teatime show “Select.” When “Jackass” arrived in Blighty, the comedian was afforded the dubious privilege of promoting it for MTV UK. “RE: BRAND” followed for UK Play. Brand has also been seen in Channel Four’s “White Teeth” and the Steve Coogan vehicle “Cruise of the Gods.” He wrote and hosted “The Russell Brand Show” for Channel Four’s Comedy Lab series.

RICHARD GRIFFITHS (Barry Nottingham) recently completed the upcoming animated comedy “Jackboots on Whitehall” as the voice of Hermann Goering. In July 2008, he was honored by Her Majesty The Queen with an OBE (Order of the British Empire), which was presented to him at Buckingham Palace. Griffiths is probably best known to American audiences for his portrayal of Harry’s Muggle uncle, Vernon Dursley, in the “Harry Potter” series of films. His performance as Hector in ’s film adaptation of “” earned him a BAFTA Award nomination for Best Actor. Other credits include “Venus,” “Stage Beauty,” “Sleepy Hollow,” “Funny Bones,” “Guarding Tess,” “The Naked Gun 2 1/2: The Smell of Fear,” “Withnail & I,” “,” “Gorky Park,” “Gandhi,” “The French Lieutenant’s Woman” and the Academy Award®-winning “,” among many others. Griffiths opened on Broadway this fall in “” alongside his “Harry Potter” co-star , with whom he recently starred in the West End revival of ’s award-winning play. He originated the role of Hector in Hytner’s National Theatre production of “The History Boys” and earned an Olivier Award for Best Actor. Griffiths continued in the part on Broadway and won the Tony Award® for Best Leading Actor in a Play. He has also

performed in “Heroes” (West End), “,” “Heartbreak House,” “Galileo,” “Rules of the ABOUT THE CAST Game,” “Art,” “Katherine Howard” and “The Man Who Came to Dinner” as well as “The White Guard,” “Once in a Lifetime,” “Henry VIII,” “,” and “Red Star” for the Royal Shakespeare Company. In the UK Griffiths is well known for his work on the BBC series “Pie in the Sky” and “Hope & Glory.” Other notable TV credits include “,” “The Brides in the Bath,”

23 “Gormenghast,” “In the Red,” “Ted & Ralph,” “Inspector Morse,” “Mr. Wakefield’s Crusade,” “Goldeneye: The Secret Life of Ian Fleming,” “The Marksman,” “Casanova,” “The Cleopatras,” “Bird of Prey” and the series “Nobody’s Perfect.”

JONATHAN PRYCE (Marty Bronson) studied at RADA and upon graduating, joined the Liverpool Everyman Theatre Company. This was followed by a season at the Nottingham Playhouse under the direction of Richard Eyre before returning to the Everyman for a season as artistic director. In 1975, Pryce starred in “Comedians” by Trevor Griffiths and directed by Eyre at , London. He went on to star in the New York production directed by Mike Nichols and won his first Tony Award®. While at the Royal Shakespeare Company, Pryce starred in “The Taming of the Shrew,” “Antony and Cleopatra” and “Measure for Measure.” In 1980, he won an Olivier Award for his performance in “Hamlet” directed by Eyre at the Royal Court. His numerous stage credits include “Tally’s Folly,” “The Seagull,” “Macbeth” (RSC), “Uncle Vanya” “Oliver!” and “My Fair Lady,” and the Broadway productions of “Accidental Death of an Anarchist” and “Dirty Rotten Scoundrels.” In 1989, he originated the role of The Engineer in “Miss Saigon” and was honored with the Tony ®, Drama Desk, Olivier and Outer Circle Critics awards for Best Actor in a musical. Pryce earned another Best Actor nomination from the Olivier Awards for his performance in “The Goat, or Who Is Sylvia?” He recently played Shelley Levine in “Glengarry Glen Ross” in London’s West End. Pryce’s extensive film credits span the length of his career and include such films as “Voyage of the Damned,” “Something Wicked This Way Comes,” “Jumpin’ Jack Flash,” Terry Gilliam’s award-winning film “Brazil,” “ of Innocence,” “Glengarry Glen Ross,” “Carrington” (Best Actor at the Cannes Film Festival, 1995), “Evita” and “Tomorrow Never Dies.” More recently, audiences have seen him in “Leatherheads” and “The Pirates of the Caribbean” trilogy. Pryce’s television work includes the BBC telefilm “The Man from the Pru,” the four-part telefilm “Selling Hitler,” “Great Moments in Aviation” for BBC Films, “Baker Street Irregulars” as Sherlock Holmes, “Thicker Than Water” for BBC TV, and “Clone” for BBC 3. He starred in HBO’s “Barbarians at the Gate” and co-stars with Uma Thurman in the upcoming “My Zinc Bed,” also for HBO.

COURTENEY COX (Wendy) gained overnight fame as the neurotic yet lovable Monica Gellar on NBC’s Emmy®-winning comedy “Friends.” She most recently created, starred and produced the FX comedy “Dirt,” in which she portrayed a ruthless editor-in- chief of a gossip magazine. This year she made her directorial debut for Glamour’s Reel Moments Project, a series of three short films based on real women’s stories written by the magazine’s readers, benefitting a women’s program for FilmAid International. “Monday Before Thanksgiving” is a touching drama that focuses on Laura Dern’s ABOUT THE CAST 24 character, whose chance encounter on a bus on the first anniversary of the loss of her mother reinforces her faith in herself and the choices she’s made. In 2004, Cox and husband David Arquette established their production company, Coquette. Projects have included “Dirt,” the interior design show “Mix It Up” for cable’s WE Network, the TBS comedy “Daisy Does America” and most recently, “The Tripper,” a written and directed by David Arquette. Cox made her acting debut in 1984 on the daytime soap “As the World Turns,” and later that year was cast by Brian de Palma in Bruce Springsteen’s video “Dancing in the Dark.” She landed her first well-known role in 1987 as the girlfriend of Michael J. Fox on “Family Ties.” Following the series, she appeared in several feature films including the box-office hit “Ace Ventura: Pet Detective” opposite . Cox became a household name with the launch of the hit television series “Friends.” The show garnered Award® nominations as Outstanding Performance by an Ensemble in a Comedy Series from 1999–2004. In 1996, Cox starred in Wes Craven’s horror/comedy “Scream.” The movie grossed more than $100 million at the box office and won Cox rave reviews for her standout performance as the wickedly bitchy and smug TV reporter Gale Weathers, a role she reprised in subsequent installments of the trilogy. Additional film credits include “3000 Miles to Graceland,” “Mr. Destiny,” “Cocoon: The Return,” “Zoom,” “November,” “The Longest Yard” and “Barnyard.” In addition to her work in front of and behind the camera, the actress is also the face of the Kinerase Brand.

LUCY LAWLESS (Aspen) is a native of New Zealand and grew up fifth in a family of seven children. By the age of 8, she and her best friend were adapting fairy tales into plays that they would inflict on any audience available. Lawless got her big break when an American actress pulled out of playing Xena, a guest role on “Hercules: The Legendary Journeys,” which was filming in her hometown. The character struck a chord with audiences and spun off into her own series, “Xena: Warrior Princess.” Since then Lawless has played Rizzo in the Broadway production of “Grease,” hosted “Saturday Night Live,” pulverized Calista Flockhart in Claymation on “ Deathmatch” and saved Bart and Lisa on “The Simpsons.” Roles on “The X Files” and “Battlestar Galactica” cemented her cult-TV status. After performing in the reality series “Celebrity Duets” in October 2006, Lawless became hooked on live performance and moved in a new creative direction. She has performed sold- out shows at the famed Roxy in Los Angeles and the Canalroom in New York. Her role as Xena earned her a sizable gay following and the actress has been a supporter of the R.E.A.F. in and The Trevor Project, a national hotline for gay and

questioning youth. In her own country she is a trustee for the National Children’s Starship ABOUT THE CAST Hospital and received an Order of Merit of New Zealand from the Queen for services to the community. Her proudest moment was being part of the push to set up the Pua Waitahi multi- agency center against child abuse in Auckland.

25 TERESA PALMER (Violet Nottingham) was named as one of Australia’s Stars of Tomorrow by in 2005 and has caught the attention of audiences worldwide. She had a leading role in “2:37,” an Australian independent film that screened to acclaim at the 2006 Cannes Film Festival in Un Certain Regard as well as at the Toronto International Film Festival. For her complex portrayal of a high school student with a dark secret, Palmer was nominated as Best Actress by Film Institute. She went on to land a co-starring role in Japanese director Takashi Shimizu’s “ 2” opposite and Jennifer Beals. Palmer’s other credits include a starring role alongside Daniel Radcliffe in director Rod Hardy’s coming-of-age story “December Boys.” The actress has also completed the film “Young Americans,” in which she stars opposite .

AISHA TYLER (Donna Hynde) landed firmly in the Hollywood spotlight following her stint at the head of E! Entertainment’s “.” Tyler moved quickly into television and film roles and was the first African American to play an extended character arc on “Friends.” She co-starred with in “Ghost Whisperer.” She also had recurring roles on two of television’s top dramas—“CSI” and “24”—after her movingly dramatic guest role in FX’s Golden Globe®-nominated “Nip/Tuck,” in which she played a victim of shocking abuse. Tyler’s credits also include HBO’s “,” “Reno 911” and “The Boondocks.” Film credits include the crime drama “Death Sentence,” opposite Kevin Bacon, the comedy “Balls of Fury” with , and “Black Water Transit,” a film set in New Orleans in the aftermath of Hurricane Katrina, starring Laurence Fishburne, Karl Urban and . Tyler also appeared in “.45” and “The Santa Clause 3.” She had a starring role in “For One Night,” the Lifetime Television film drama about a real-life Atlanta high school that still has a segregated prom. “Southland” is an upcoming buddy-cop crime drama executive produced by John Woo which Tyler wrote, co-stars in and directs. Tyler began her career as a stand-up comedian with multiple appearances on “The Tonight Show,” “Late Night with David Letterman,” “Today,” “Politically Incorrect,” “Jimmy Kimmel Live” and “The Late Late Show.” Tyler recently created a one-hour stand-up comedy special for Comedy Central, slated to air in early 2009. It was shot in her hometown of San Francisco at the world-famous Fillmore. Tyler is also a celebrated author, having released the successful “Swerve: Reckless Observations of a Post-Modern Girl” in 2004. The book is a collection of comic essays on pop-culture, in which Tyler comments on casual sex, the mysteries of platonic friendship, hip- hop videos, marriage, the Ms. Foundation and Sun Tzu’s “The Art of War.” Tyler is also a frequent contributor to Glamour magazine, for which she has written pieces about the media’s unrealistic portrayal of feminine beauty. Esquire called Tyler “sweetly wicked,” designating her one of its Women We Love. TV Guide called her one of television’s In Crowd. Maxim anointed her one of its “Hot 100” two ABOUT THE CAST 26 ABOUT THE FILMMAKERS years in a row. Vibe crowned her “the next Queen of Comedy.” And Tongue gushed, “[she’s] that impossible combination of hot-as-the-day-is-long and so cool… the most unlikely since Charlie Pride.”

JONATHAN MORGAN HEIT (Patrick) knew at a very young age that he wanted to be an actor. The 8-year-old has been acting in television, commercials and theatre for years and makes his feature film debut in “Bedtime Stories.” Heit has appeared on Comedy Central’s “The Showbiz Show,” NBC’s “ER,” ABC’s “General Hospital” and CBS’s “Close to Home.” Commercial credits include Comcast, Zales, Dodge Caravan, Wal-Mart, Publix and Barilla Pasta. Heit has performed on stage in the Youth Academy of Dramatic Arts productions of “Beauty and the Beast,” “High School Musical” and “Little Shop of Horrors.” At the Silverlake Children’s Theatre Group he played Sledge in “Evil Schmeevil” and in pre-school he performed in the Montessori Shir Hashrim’s “For the Love of Three Oranges,” “Queen EL C” and “MacBeth.” He has become an enthusiastic fundraiser for Autism, Big Sunday and other causes. Heit’s other interests include hip-hop dancing, horseback riding, soccer, basketball, bike riding, skateboarding and magic.

LAURA ANN KESLING (Bobbi) was born in Scottsdale, Ariz., and has been on the move ever since. Traveling with her professional golfer mom, Danielle, Kesling logged more than 30 flights before her first birthday. Drawing on her world travels, the budding actress created plays as early as age 3 and enacted them for her family. When she was 4 she announced that she wanted to go professional and work on television and in films. Her parents finally gave in and at the age of 5, she was enrolled in a local acting school, where talent manager Susie Mains discovered her. Kesling was soon seen in commercials for Denver Mattress, VW Mini-Van, Playmate dolls, Juicy Juice and more. She did print ads for Neo Pets and Homewood Suites as well as voice-overs for “Desperate Housewives.” The entire family relocated to Los Angeles so Kesling could continue working and she landed her role in “Bedtime Stories” shortly thereafter. In her free time, the 8-year-old actress loves to snow ski, swim, do gymnastics, martial arts and golf with her mom.

ABOUT THE FILMMAKERS

ADAM SHANKMAN (Director/Executive Producer) is a master of comedy yet is still able to capture the sensitivity of each story, making him one of the most loved and commercially successful filmmakers of his generation. Shankman’s “Hairspray,” the feature film adaptation of the Tony Award®-winning Broadway production, opened in July 2007 to rave reviews. It grossed more than $200 million

27 worldwide and became the third highest-grossing musical of all time. Retelling John Waters’ classic story about racism in 1960s Baltimore, the film starred , , , Christopher Walken, and newcomer Nikki Blonsky. Through Shankman and Jennifer Gibgot’s Offspring Entertainment, Shankman is producing “17 Again” starring Zac Efron. Other projects their company is set to produce include “All of Me,” starring Queen Latifah and based on the 1984 film starring and Lily Tomlin, and “Monday Monday,” a film about a neurotic teenager forced to relive the first day of high school until he gets it right. Additionally, the pair has an adult treasure hunt

ABOUT THE FILMMAKERS project planned in association with Benderspink. Through Offspring’s overall deal with Disney, Shankman and his sister, Gibgot, produced “” and “Step Up 2: The Streets.” “Step Up” garnered critical acclaim and grossed more than $100 million as did its sequel, “Step Up 2: The Streets.” In addition, Shankman directed the box-office success “ 2,” the follow-up to the 2003 hit family film. Shankman made his directorial debut with ’ “The Wedding Planner” with and Matthew McConaughey. He followed this with “” starring Mandy Moore and Shane West. The film was nominated for a 2002 Phoenix Film Critics Award for Best Live Action Family Film. Next for Shankman was “Bringing Down the House,” a Walt Disney Pictures comedy starring Steve Martin and Queen Latifah. It was number one at the box office for three weeks in a row and grossed more than $130 million. Shankman then directed “The Pacifier,” starring Vin Diesel. To date, Shankman’s films have grossed more than a half-billion dollars. Prior to directing, Shankman was one of the entertainment world’s premier dance and physical-comedy choreographers. His projects include “The Addams Family,” “Casper,” “Inspector Gadget,” “Anastasia,” “George of the Jungle,” “,” “Miami Rhapsody” and “The Flintstones,” for which he was nominated for a Bob Fosse Award. Shankman won for his work with Simon West. At age 24, Shankman teamed up with influential video director Julian Temple as a music video choreographer. One of the first videos as choreographer was ’s “I’m Your Baby Tonight.” He has also choreographed videos for The B-52’s, , , Chic and . A native of Los Angeles, Shankman attended the Juilliard School. After five years as an actor and dancer in New York and regional theater, he moved back to Los Angeles and began dancing in music videos, including videos for and . He also performed at the 1989 ®.

JACK GIARRAPUTO (Producer) is one of Hollywood’s most successful producers. His films have grossed nearly $2 billion worldwide, with nine topping the $100 million mark, including “You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry,” “Click,” “The Longest Yard,” “50 First Dates,” “Anger Management,” “Mr. Deeds,” “Big Daddy” and “The Waterboy.”

ANDREW GUNN (Producer) was born and raised in Toronto, Canada. He made the move to Los Angeles to attend the Annenberg School for Communications at the University of Southern , graduating with an M.A. in 1995.

28 ABOUT THE FILMMAKERS Through his Disney-based GUNN FILMS, which was started in December of 2000, Gunn produced Walt Disney Pictures’ “College Road Trip,” “Sky High,” “Freaky Friday,” “The Haunted Mansion” and “The Country Bears.” He also executive produced the platinum-selling soundtrack to “Freaky Friday.” He served as the executive producer of “Minutemen,” starring Jason Dolley, which premiered on Disney Channel in January 2008. Gunn also produced the upcoming “Race to Witch Mountain,” starring Dwayne Johnson, AnnaSophia Robb and Carla Gugino, and directed by Andy Fickman. Among other projects in development is “Snow and the Seven,” to be directed by Francis Lawrence. Gunn is also responsible for finding and hiring the writers of the Disney Writers’ Program. Before starting his own company, Gunn spent three years in charge of development and production for John Hughes at his Disney-based Great Oaks Entertainment. During that time he contributed to such films as “101 Dalmatians,” “Flubber” and “Home Alone 3.” He was also co-producer of Hollywood Pictures’ “Eddie” starring Whoopi Goldberg.

MATT LOPEZ (Story By/Screenplay By) co-wrote the upcoming action-adventure film “Race to Witch Mountain.” A fun and thrilling adventure starring Dwayne Johnson, the film is slated for a March 2009 release. Lopez is writing several upcoming projects for Disney, including “The Sorcerer’s Apprentice,” a live-action fantasy/adventure inspired by the classic Mickey Mouse sequence from Walt Disney’s “,” to be produced by (“Pirates of the Caribbean”), directed by and starring (“National Treasure”). He is also writing the comedy “My Samurai” for Disney and director Walt Becker (“Wild Hogs”). A graduate of New York University School of Law, Lopez is a former entertainment attorney and business affairs executive at DreamWorks. Prior to attending law school, he graduated from the Florida State University Film School. Lopez also participated in the Disney Writers’ Program, during which time he wrote “Bedtime Stories” and co-wrote “Race to Witch Mountain.”

TIM HERLIHY (Screenplay By) has written and co-written the films “Billy Madison,” “Happy Gilmore,” “The Wedding Singer,” “The Waterboy,” “Big Daddy,” “Little Nicky” and “Mr. Deeds.” He was an executive producer on the films “Click,” “Anger Management” and “The Longest Yard.” From 1994 to 1999, Herlihy served as writer, head writer and ultimately producer of the television variety series “Saturday Night Live,” for which he received an Emmy Award® nomination. In 2006, Herlihy, a former attorney, received a Tony Award® nomination for the Broadway musical version of “The Wedding Singer,” which he co-wrote.

JENNIFER GIBGOT (Executive Producer) most recently produced “Step Up 2: The Streets” and the upcoming “17 Again.” Other credits include “Premonition,” starring , and the 2006 summer hit “Step Up.” She also served as executive producer on “Hairspray,” “” and “The Pacifier.” In 1995, Gibgot began her career as a producer running Tapestry Films. Over the course of her eight years with the company, she set up numerous projects and produced successful films such as “She’s All That” and “The Wedding Planner.” Gibgot hired her brother Adam

29 Shankman, already an established choreographer, to helm the latter, which ultimately launched his directing career. In 2003, Shankman and Gibgot formed Offspring Entertainment and signed a first-look deal at Disney. Other projects in development include a remake of “All of Me,” starring Queen Latifah and based on the 1984 film with Steve Martin and Lily Tomlin, “Topper,” “The Other Guy” and “Flight Risk.”

GARRETT GRANT (Executive Producer) has previously collaborated with director

ABOUT THE FILMMAKERS Adam Shankman on “Hairspray,” “The Pacifier” and “Cheaper by the Dozen 2.” He has also done nine films with longtime collaborators Bobby and Peter Farrelly, including “The Ringer,” “Stuck on You,” “Shallow Hal,” “Osmosis Jones,” “Say It Isn’t So,” “Me, Myself & Irene,” “There’s Something About Mary,” “Kingpin” and “Dumb and Dumber.” Grant also served as co-producer on “Like Mike” and as line producer for “The Locusts.” He was the unit production manager on “Freddy Got Fingered” and “Gun Shy,” and served as production supervisor for “Beverly Hills Ninja.” Grant began his film career as a location manager for such films as “Killing Zoe” and “Albino Alligator,” among others.

ANN MARIE SANDERLIN (Executive Producer) is president of GUNN FILMS, where she serves as executive producer on all of the company’s upcoming films, including “Race to Witch Mountain” starring Dwayne Johnson and directed by Andy Fickman, as well as “Snow and the Seven,” which will be shot in China and directed by Francis Lawrence (“I Am Legend”). Additionally, Sanderlin manages the Disney Writers’ Program, which consists of five comedy writers who have overall deals with the studio and generate material solely for Disney’s live-action label. “Bedtime Stories” writer Matt Lopez is one of its graduates. Sanderlin got her first job in the film business as a production assistant in 1995 when the HBO film “The Tuskeegee Airmen” filmed in her hometown of Muskogee, Oklahoma. She earned a B.S. in journalism from the University of Kansas and, after moving to Los Angeles, entered the agent-trainee program in William Morris’s famed mailroom. In 1998, Andrew Gunn hired her to be a creative director at Ricardo Mestres Productions and in 2002 she joined Gunn at his company, GUNNfilms. Since that time she has co-produced “Freaky Friday” and executive produced “Sky High,” “College Road Trip” and the Disney Channel original movie “Minutemen.”

MICHAEL BARRETT (Director of Photography) studied painting and printmaking at UCLA and film at Columbia University in New York. He received three ASC award nominations during the first four seasons of the CBS series “CSI: Crime Scene Investigation” and won an ASC award for the pilot episode of “CSI: Miami.” His most recent film was “You Don’t Mess with the Zohan” and he is currently shooting “Bone Deep,” with Hayden Christensen, Zoe Saldana and Matt Dillon. His other feature films include “The Mysteries of Pittsburgh,” “Kiss Kiss, Bang Bang” and “Bobby,” which received a Golden Globe® nomination for Best Picture – Drama.

30 ABOUT THE FILMMAKERS LINDA DESCENNA (Production Designer) began her career as a set decorator and was one of the first three women to join the set decorators union as a set dresser. She received her first Academy Award® nomination in 1980 for “Star Trek: The Motion Picture.” Four nominations for set decoration followed for her work on “Blade Runner,” “The Color Purple,” “Rain Man” and “Toys.” DeScenna became a production designer on Barry Levinson’s “Jimmy Hollywood” and went on to design “A Family Thing,” “Father of the Bride Part II,” “Mousehunt” and “Galaxy Quest.” In addition to “Bedtime Stories,” DeScenna teamed up with director Adam Shankman for “The Pacifier” and “Bringing Down the House.” She collaborated with director Tom Shadyac for “Evan Almighty,” “Bruce Almighty,” “Patch Adams,” “Liar Liar” and “Dragonfly.” “Yours, Mine and Ours” is also among her credits.

TOM COSTAIN (Editor) most recently edited “You Don’t Mess with the Zohan” and also helped edit the Steve Carell film “Get Smart.” His other credits as editor include “Strange Wilderness” and “Grandma’s Boy.” Costain worked as an additional editor on “The Longest Yard” starring Adam Sandler, Burt Reynolds and Chris Rock, as well as “White Chicks,” “50 First Dates,” “Anger Management,” “Mr. Deeds” and “The Animal.” He served as assistant editor on “,” “Little Nicky” and “Phoenix.” Costain edited the produced HBO pilot “East Bound and Down” and the documentary “The Last Saturday in May,” about the path to the 2006 Kentucky Derby eventually won by Barbaro. His television credits include “The Crossing,” “Pronto,” “Weapons of Mass Distraction” and “Gotti.” Costain worked as an assistant editor on Canadian feature films before moving to Los Angeles in 1996.

MICHAEL TRONICK, A.C.E. (Editor) most recently served as editor on Disney’s very successful “Hannah Montana/Miley Cyrus: Best of Both Worlds Concert Tour.” He was nominated for two ACE Awards for Best Editing for his work on “Hairspray” and “Scent of a Woman.” Tronick served as an additional editor on the box-office smash “Iron Man.” Other feature film credits as editor include “Mr. & Mrs. Smith,” “S.W.A.T.,” “The Scorpion King,” “Remember the Titans,” “Blue Streak,” “,” “Volcano,” “Eraser,” “True Romance,” “Days of Thunder,” “Midnight Run,” “Less Than Zero” and “Beverly Hills Cop II.” Before his career as a film editor, Tronick was a feature film music editor with credits such as “Predator,” “Outrageous Fortune,” “Nobody’s Fool,” “Ruthless People,” “A Chorus Line,” “Streets of Fire,” “Star 80,” “48 Hrs.,” “Reds,” “Xanadu” and “All That Jazz,” among many others.

RITA RYACK (Costume Designer) received an Oscar® nomination for her work on director ’s “How the Grinch Stole Christmas,” has designed costumes for close to 40 movies and has enjoyed a long history of collaborations with such directors as Howard, , , Brett Ratner and Barry Levinson. Ryack’s other credits include “Hairspray,” “The Cat in the Hat,” “Rush Hour 2,” “A Beautiful Mind,” “,” “Wag the Dog,” “Casino,” “Apollo 13,” “A Bronx Tale,” “Ransom,” “Cape Fear,” “The Fan,” “Crossing Delancey” and “After Hours,” among many others. She also designed the costumes for Michael Jackson’s “Bad” video, which was

31 directed by Martin Scorsese. Her designs for the hit stage musical “My One and Only,” starring Tommy Tune and Twiggy, earned her several award nominations, including the Tony®. She also worked on many distinguished off-Broadway productions and in 1986, won the Obie for Sustained Excellence in Costume Design. In addition, the New York chapter of Women in Film & Television honored her with the first “Designing Hollywood” award in 2000. Other awards include a Golden Satellite Award from the International Press Academy, a Costumer Designers’ Guild Award and a “Timeless Style Award” presented by Premiere magazine and Hamilton Watch.

ABOUT THE FILMMAKERS Ryack studied at Brandeis University, Bennington and the School of the Boston Museum of Fine Arts. She earned her M.F.A. in costume design from the Yale School of Drama. Ryack has also received awards for cartoon animation and illustration.

RUPERT GREGSON-WILLIAMS (Music By) has scored a wide variety of film and television projects. He most recently composed the score for the upcoming crime comedy “The Lonely Maiden.” Gregson-Williams has also written the original scores to the Adam Sandler films “You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry” and “Click.” Other films include “Made of Honor” and the animated films “” and “Over the Hedge.” In 2004, he collaborated with Andrea Guerra to compose the score for the acclaimed true-life drama “Hotel Rwanda,” for which the composers won the European Film Award. Gregson-Williams has also created the scores for such feature films as the teen comedy “What a Girl Wants,” the biographical comedy-drama “The Night We Called It a Day,” “Crime Spree,” “Plots with a View,” “Thunderpants,” “Virtual Sexuality” and “Urban Ghost Story.” He has also collaborated with composer on a number of animated and live- action features.

MICHAEL DILBECK (Music Supervisor) has enjoyed a career in the music and film industries that has spanned more than 25 years. He began as a concert promoter for superstar acts such as Crosby, Stills, Nash & Young, Led Zeppelin, Three Dog Night, Joe Cocker and Chicago. Dilbeck was the record-label executive and a consultant on “Footloose” and “Top Gun.” He served as music supervisor on “Batman,” “Caddyshack II,” “Cadillac Man,” “Tango & Cash” and “Navy SEALS.” As an executive with Columbia TriStar Pictures, he worked on the film soundtracks of “Sleepless in Seattle,” “Philadelphia,” “My Girl,” “A League of Their Own,” “,” “Bram Stoker’s Dracula” and “Poetic Justice.” Dilbeck currently has his own company, Dilbeck Entertainment, and his credits include “,” “You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry,” “Strange Wilderness,” “Click,” “Grandma’s Boy,” “The Benchwarmers,” “Deuce Bigalow: European Gigolo,” “The Longest Yard,” “50 First Dates,” “Anger Management,” “Dickie Roberts: Former Child Star,” “Bad Boys,” “Money Train,” “Bulletproof,” “The Wedding Singer,” “The Waterboy,” “Big Daddy,” “Little Nicky,” “Deuce Bigalow: Male Gigolo,” “The Master of Disguise,” “Joe Dirt,” “The Animal” and “Mr. Deeds.”

BROOKS ARTHUR (Music Supervisor) is a respected recording engineer/record producer whose credits include “My Boyfriend’s Back,” “The Locomotion,” “Chapel of Love,”

32 ABOUT THE FILMMAKERS “Leader of the Pack,” Van Morrison’s “Brown Eyed Girl” and “Astral Weeks,” Neil Diamond’s “The Early Years,” Art Garfunkel’s “I Only Have Eyes for You,” and Peter Allen’s “I Go to Rio.” Arthur produced/engineered Janis Ian’s Grammy-winning “Between the Lines” (“At Seventeen”) and was the owner and recording engineer at 914 Recording Studios, the birthplace of Bruce Springsteen’s recording career. Arthur has produced the multi-platinum comedy albums of Adam Sandler (“”) and Robin Williams’ Grammy®-winning “Reality…What a Concept.” He co-wrote, co- produced and music supervised Sandler’s film “” and music supervised Sandler’s “You Don’t Mess with the Zohan,” “I Now Pronounce You Chuck & Larry” and “Click.” He is also music supervisor on Happy Madison’s comedy “The House Bunny.”

Information contained within as of December 4, 2008.

OSCAR® and ACADEMY AWARD® are the registered trademarks and service marks of the Academy of Motion Picture Arts and Sciences.

SCREEN ACTORS GUILD AWARD® and SAG AWARD® are the registered trademarks and service marks of Screen Actors Guild.

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